Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
|
UNITED STATES |
|
|
SECURITIES AND EXCHANGE COMMISSION |
|
|
Washington, D.C. 20549 |
|
|
|
|
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Camping World Holdings, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
13462K109
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
o |
Rule 13d-1(c) |
x |
Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 13462K109 |
Schedule 13G |
| |||||
| |||||||
|
1 |
Names of Reporting Persons | |||||
| |||||||
|
2 |
Check the Appropriate Box if a Member of a Group | |||||
|
|
(a) |
o | ||||
|
|
(b) |
o | ||||
| |||||||
|
3 |
SEC Use Only | |||||
| |||||||
|
4 |
Citizenship or Place of Organization | |||||
|
|
| |||||
Number of |
5 |
Sole Voting Power | |||||
| |||||||
6 |
Shared Voting Power | ||||||
| |||||||
7 |
Sole Dispositive Power | ||||||
| |||||||
8 |
Shared Dispositive Power | ||||||
| |||||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
|
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable | |||||
| |||||||
|
11 |
Percent of Class Represented by Amount in Row 9 | |||||
| |||||||
|
12 |
Type of Reporting Person | |||||
CUSIP No. 13462K109 |
Schedule 13G |
| |||||
| |||||||
|
1 |
Names of Reporting Persons | |||||
| |||||||
|
2 |
Check the Appropriate Box if a Member of a Group | |||||
|
|
(a) |
o | ||||
|
|
(b) |
o | ||||
| |||||||
|
3 |
SEC Use Only | |||||
| |||||||
|
4 |
Citizenship or Place of Organization | |||||
|
|
| |||||
Number of |
5 |
Sole Voting Power | |||||
| |||||||
6 |
Shared Voting Power | ||||||
| |||||||
7 |
Sole Dispositive Power | ||||||
| |||||||
8 |
Shared Dispositive Power | ||||||
| |||||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
|
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable | |||||
| |||||||
|
11 |
Percent of Class Represented by Amount in Row 9 | |||||
| |||||||
|
12 |
Type of Reporting Person | |||||
CUSIP No. 13462K109 |
Schedule 13G |
| |||||
| |||||||
|
1 |
Names of Reporting Persons | |||||
| |||||||
|
2 |
Check the Appropriate Box if a Member of a Group | |||||
|
|
(a) |
o | ||||
|
|
(b) |
o | ||||
| |||||||
|
3 |
SEC Use Only | |||||
| |||||||
|
4 |
Citizenship or Place of Organization | |||||
|
|
| |||||
Number of |
5 |
Sole Voting Power | |||||
| |||||||
6 |
Shared Voting Power | ||||||
| |||||||
7 |
Sole Dispositive Power | ||||||
| |||||||
8 |
Shared Dispositive Power | ||||||
| |||||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
|
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable | |||||
| |||||||
|
11 |
Percent of Class Represented by Amount in Row 9 | |||||
| |||||||
|
12 |
Type of Reporting Person | |||||
CUSIP No. 13462K109 |
Schedule 13G |
| ||
| ||||
Item 1. |
(a) |
Name of Issuer: | ||
|
(b) |
Address of Issuers Principal Executive Offices: | ||
| ||||
Item 2. |
(a) |
Name of Person Filing: Each of the following is hereinafter individually referred to as a Reporting Person and collectively as the Reporting Persons. This statement is filed on behalf of:
CWGS Holding, LLC ML Acquisition Company, LLC Marcus Lemonis | ||
|
(b) |
Address or Principal Business Office: The address of each of the Reporting Persons is c/o Camping World Holdings, Inc., 250 Parkway Drive, Suite 270, Lincolnshire, IL 60069. | ||
|
(c) |
Citizenship of each Reporting Person is: CWGS Holding, LLC and ML Acquisition Company, LLC are organized in the State of Delaware. Marcus Lemonis is a citizen of the United St ates. | ||
|
(d) |
Title of Class of Securities: Class A Common Stock, par value $0.01 per share (Class A Common Stock). | ||
|
(e) |
CUSIP Number: 13462K109 | ||
| ||||
Item 3. |
| |||
|
Not applicable. | |||
CUSIP No. 13462K109 |
Schedule 13G |
| |
| |||
Item 4. |
Ownership. | ||
|
(a)-(c)
The ownership information presented below represents beneficial ownership of Class A Common Stock of the Issuer as of December 31, 2019, based upon 37,396,578 shares of Class A Common Stock outstanding as of November 8, 2019 and assumes the redemption of the common units of CWGS Enterprises, LLC (the Common LLC Units) held by the Reporting Persons for shares of Class A Common Stock. | ||
Reporting Person |
|
Amount |
|
Percent |
|
Sole |
|
Shared |
|
Sole |
|
Shared |
|
CWGS Holding, LLC |
|
35,125,399 |
|
48.4 |
% |
0 |
|
35,125,399 |
|
0 |
|
35,125,399 |
|
ML Acquisition Company, LLC |
|
35,208,499 |
|
48.5 |
% |
0 |
|
35,208,499 |
|
0 |
|
35,208,499 |
|
Marcus Lemonis |
|
35,416,003 |
|
48.8 |
% |
0 |
|
35,416,003 |
|
0 |
|
35,416,003 |
|
|
CWGS Holding, LLC is the record holder of 35,125,399 Common LLC Units, ML Acquisition Company is the record holder of 83,100 Class A Shares and Mr. Lemonis is the record holder of 207,504 Class A Shares. Pursuant to the terms of the CWGS Enterprises, LLC amended and restated limited liability company agreement, the Common LLC Units may be redeemed by the Reporting Persons at any time for shares of Class A Common Stock on a one-for-one basis.
CWGS Holding, LLC is a wholly-owned subsidiary of ML Acquisition Company, LLC. Marcus Lemonis is the sole director of ML Acquisition Company. As a result, Mr. Lemonis may be deemed to share beneficial ownership of the securities held of record by ML Acquisition Company, LLC, and each of ML Acquisition Company, LLC and Mr. Lemonis may be deemed to share beneficial ownership of the securities held of record by CWGS Holding, LLC. |
|
|
Item 5. |
Ownership of Five Percent or Less of a Class. |
|
Not applicable. |
| |
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
|
Not applicable. |
| |
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
|
Not applicable. |
| |
Item 8. |
Identification and Classification of Members of the Group. |
|
Not applicable. |
| |
Item 9. |
Notice of Dissolution of Group. |
|
Not applicable. |
|
|
Item 10. |
Certification. |
|
Not applicable. |
|
CUSIP No. 13462K109 |
Schedule 13G |
|
| |||
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 10, 2020
|
CWGS HOLDING, LLC | |
|
|
|
|
By: |
/s/ Brent L. Moody |
|
Name: |
Brent L. Moody |
|
Title: |
Attorney-in-Fact |
|
| |
|
| |
|
ML ACQUISITION COMPANY, LLC | |
|
|
|
|
By: |
/s/ Brent L. Moody |
|
Name: |
Brent L. Moody |
|
Title: |
Attorney-in-Fact |
|
| |
|
| |
|
MARCUS LEMONIS | |
|
|
|
|
By: |
/s/ Brent L. Moody |
|
Name: |
Brent L. Moody |
|
Title: |
Attorney-in-Fact |
CUSIP No. 13462K109 |
Schedule 13G |
|
LIST OF EXHIBITS
Exhibit No. |
|
Description |
|
|
|
99 |
|